UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2018
NEOPHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35061 | 94-3253730 | ||
| (State of incorporation) |
(Commission File No.) |
(IRS Employer Identification No. |
NeoPhotonics Corporation
2911 Zanker Road
San Jose, California 95134
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: +1 (408) 232-9200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of NeoPhotonics Corporation (the “Company”) was held on June 5, 2018. Proxies for the meeting were solicited by the Company’s Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. At the Annual Meeting, 37,881,043 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows:
Proposal 1:
Charles J. Abbe, Bandel L. Carano, and Michael J. Sophie were elected as Class II directors to hold office until the 2021 Annual Meeting of Stockholders by the following vote:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Charles J. Abbe |
26,353,951 | 872,642 | 10,654,450 | |||||||||
| Bandel L. Carano |
25,798,379 | 255,670 | 10,654,450 | |||||||||
| Michael J. Sophie |
25,791,226 | 262,823 | 10,654,450 | |||||||||
Proposal 2:
The selection by the audit committee of the Company’s board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the following vote:
| For |
Against |
Abstain | ||
| 37,710,702 |
138,516 | 31,825 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 11, 2018 | NEOPHOTONICS CORPORATION | |||||
| By: | /s/ Elizabeth Eby | |||||
| Elizabeth Eby | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||